RMR Dividend Capture Fund Completes Reorganization with RMR Real Estate Income Fund
June 23 2009 - 8:44AM
Business Wire
After the close of business on Monday, June 22, 2009, RMR
Dividend Capture Fund (NYSE Amex: RCR) was reorganized into RMR
Real Estate Income Fund (NYSE Amex: RIF).
On Monday, June 22, 2009, the closing net asset value per share
(�NAV�) of common stock for RCR was $2.03 and for RIF was $16.55.
Since the reorganization was based on the relative NAVs of these
funds, the reorganization conversion ratio resulted in RCR common
shareholders receiving 0.123 shares of RIF common stock for each
share of RCR common stock they previously held. Common shareholders
of RCR may receive fractional shares in connection with the
reorganization. RCR will not pay a final cash distribution.
RMR Real Estate Income Fund trades on the NYSE Amex using the
ticker symbol �RIF�. Beginning today, RIF's NAV will be reported
under the ticker "XRIFX".
As a result of the reorganization, preferred shareholders of RCR
received an equivalent number of shares of a new series of RIF
preferred stock, �Series F�. The auction date, rate period,
dividend payment date and liquidation preference per share of the
RIF preferred stock, Series F, received by RCR preferred
shareholders in the reorganization is the same as the RCR preferred
stock, Series F, that RCR preferred shareholders exchanged in the
reorganization.
The CUSIP numbers of the RIF common stock and preferred stock
are different from the CUSIP numbers of the RCR common stock and
preferred stock, respectively. RIF�s common stock CUSIP number is
74964K609 and RIF�s preferred stock, Series F, CUSIP number is
74964K104.
The existing common shares and preferred shares of RCR will be
cancelled and the fund will be dissolved under applicable state law
as soon as practicable.
Also, as previously announced, subject to the satisfaction of
certain conditions set forth in the Agreement and Plan of
Reorganization, the reorganization of RMR Preferred Dividend Fund
(NYSE Amex: RDR) with RIF is currently expected to close after the
end of business on Tuesday, June 23, 2009.
Details of the common share conversion and dividend payment
amount, if any, will be determined after the end of business on
Tuesday, June 23, 2009 and will be announced by press release prior
to the beginning of trading on the NYSE Amex on Wednesday, June 24,
2009.
This communication is not intended to, and shall not, constitute
an offer to purchase or sell shares of any of the RMR Funds,
including RIF, the surviving fund in the reorganizations.
Investors and security holders of the funds are urged to read
the Joint Proxy Statement/Prospectus and other documents filed with
the U.S. Securities and Exchange Commission ("SEC") carefully in
its entirety because it contains important information about the
proposed reorganizations. Investors should consider the
investment objectives, risks, charges and expenses of their fund(s)
carefully and consider in its entirety the Joint Proxy
Statement/Prospectus that contains important information regarding
the investment objectives, risks, charges, expenses and other
important information about RIF.
Investors may obtain free copies of the Joint Proxy
Statement/Prospectus and other documents filed with the SEC at the
SEC's web site at www.sec.gov. In addition, free copies of the
Joint Proxy Statement/Prospectus and other documents filed with the
SEC may also be obtained by directing a request to: RMR Advisors,
Inc., 400 Centre Street, Newton, MA, 02458 or by calling: (617)
796-8253.
WARNING REGARDING FORWARD LOOKING
STATEMENTS
THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN
THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
AND OTHER FEDERAL SECURITIES LAWS. THESE FORWARD LOOKING
STATEMENTS ARE BASED UPON THE PRESENT BELIEFS AND EXPECTATIONS OF
THE FUNDS IDENTIFIED IN THIS PRESS RELEASE. HOWEVER, THESE
FORWARD LOOKING STATEMENTS AND THEIR IMPLICATIONS ARE NOT
GUARANTEED TO OCCUR AND THEY MAY NOT OCCUR FOR VARIOUS REASONS.
FOR EXAMPLE:
- THIS PRESS RELEASE STATES
THAT RDR MAY BE REORGANIZED WITH RIF. IN FACT, THIS REORGANIZATION
MAY NOT OCCUR FOR VARIOUS REASONS INCLUDING: (I) BECAUSE OF CHANGED
CIRCUMSTANCES, THE FUNDS� BOARDS, OR CERTAIN OF THEM, MAY DECIDE
NOT TO PROCEED WITH THIS REORGANIZATION; OR (II) THE CONDITIONS SET
FORTH IN THE AGREEMENT AND PLAN OF REORGANIZATION AS DESCRIBED IN
THE JOINT PROXY STATEMENT/PROSPECTUS MAY NOT BE MET.
FOR THESE AND OTHER REASONS INVESTORS ARE CAUTIONED NOT TO
PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS IN THIS PRESS
RELEASE.
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